Penguin Solutions (PENG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for February 6, 2026, via live webcast, with updated proxy materials reflecting recent management changes.

• Mark Adams retired and resigned as CEO, President, and Class I Director effective February 1, 2026; his resignation was not due to any disagreement with the company.

• Kash Shaikh appointed as CEO, President, and Class III Director effective February 2, 2026, bringing extensive executive experience from the tech sector.

Voting matters and shareholder proposals

• Only one nominee, Mark Papermaster, is now standing for election as Class I director for a term ending at the 2029 annual meeting.

• Votes for Mark Adams as director will be disregarded; all other proxy instructions remain valid.

• Board recommends voting “FOR” Mark Papermaster’s election.

Board of directors and corporate governance

• Board composition updated due to Mark Adams’ resignation and Kash Shaikh’s appointment as Class III director.

• Nominating and Corporate Governance Committee recommended Shaikh’s appointment.

• No family relationships or material related party transactions involving Shaikh.